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Improper Use of Active/Passive Framework Skewers Valuation

Court says appreciation analysis suffers from improper use of active/passive framework; valuation of company must include all assets, including real estate whose value dropped, where marital labor contributed to overall appreciation of separate property.

Trustee’s Attack on Merger Projections Fails to Resonate With Court

Court says trustee fails to show debtor was insolvent under any applicable financial condition tests; contemporaneous industry analysis and valuations by financing banks belie claim that management projections in support of merger were unreasonable.

Weisfelner v. Blavatnik (In re Lyondell Chem. Co.)

Court says trustee fails to show debtor was insolvent under any applicable financial condition tests; contemporaneous industry analysis and valuations by financing banks belie claim that management projections in support of merger were unreasonable.

Schewe v. Schewe Farms

Appellate court affirms fair value determination of distributional interest in family farm based on multiprong valuation; company is not a holding company, and net asset valuation alone fails to capture fair value of dissociating members’ interest.

NAV Alone Fails to Capture Distributional Interest’s Fair Value

Appellate court affirms fair value determination of distributional interest in family farm based on multiprong valuation; company is not a holding company, and net asset valuation alone fails to capture fair value of dissociating members’ interest.

Washington Court Explains Principle Guiding Double-Dip Analysis

Appeals court says there was no double dipping where the business, valued under an income approach, was a going concern, not a fixed asset, and would continue to generate income for owner spouse with which to pay maintenance award to nonowner spouse.

Ramundo v. Ramundo

Appeals court upholds medical practice valuation despite gaps in expert analysis, including failure to analyze goodwill and exclude premarriage value portion of practice; expert’s job was “complicated” due to owner-spouse’s noncompliance with discovery.

Expert’s Best-Effort Medical Practice Valuation Holds Up on Appeal

Appeals court upholds medical practice valuation despite gaps in expert analysis, including failure to analyze goodwill and exclude premarriage value portion of practice; expert’s job was “complicated” due to owner-spouse’s noncompliance with discovery.

Tennessee dissenters claim Delaware block method is passé

The use of the Delaware block method in Tennessee recently came under attack in a case involving a closely held Nashville, Tenn.-based media company whose controlling shareholders had pursued a squeeze-out merger and later asked the trial court for a judicial appraisal of the dissenting shareholders' interest.

Shareholder Approval ‘Cleanses’ Potential Undervaluation

Per business judgment rule, court dismisses shareholder complaint that board members breached fiduciary duties by rushing to sell entire company where financial advisor had stated separate sales of company’s various business units would maximize value.

Persuasive’ Defense Expert Testimony Defeats ESOP Overpayment Claims

Court says defense expert opinion provides “credible and persuasive” support for court’s conclusion that ESOP financial advisor produced sound fairness and valuation opinions prior to contested transaction; there was no overpayment for stock at issue.

Court Upholds Inclusion of Premarital Value in Property Distribution

Court says enterprise goodwill valuation of practice was based on expert calculation using excess earnings method and as such is supported by requisite “any” evidence; also, statute allows inclusion of practice’s premarital value in property distribution.

Washington Court Explains Principle Guiding Double-Dip Analysis

Appeals court says there was no double dipping where the business, valued under an income approach, was a going concern, not a fixed asset, and would continue to generate income for owner spouse with which to pay maintenance award to nonowner spouse.

In re Marriage of Cheng

Appeals court says there was no double dipping where the business, valued under an income approach, was a going concern, not a fixed asset, and would continue to generate income for owner spouse with which to pay maintenance award to nonowner spouse.

Chancery Achieves Fair Value by Blending Three ‘Imperfect Techniques’

Court says uncertainty about company’s future performance and viability limits reliability of values derived from DCF and multiples-based comparable company analyses as well as deal price; court blends three “imperfect techniques” to determine fair value.

Court Disapproves of Nonexpert Valuation of Key Marital Asset

Appeals court rejects trial court’s valuation of husband’s fitness training company noting trial court lacked necessary financial evidence as well as testimony from experts; appeals court remands requesting “adequate valuation,” excluding goodwill.

Shareholder Approval ‘Cleanses’ Potential Undervaluation

Per business judgment rule, court dismisses shareholder complaint that board members breached fiduciary duties by rushing to sell entire company where financial advisor had stated separate sales of company’s various business units would maximize value.

In re OM Group, Inc. Stockholders Litig.

Per business judgment rule, court dismisses shareholder complaint that board members breached fiduciary duties by rushing to sell entire company where financial advisor had stated separate sales of company’s various business units would maximize value.

EBITDA Single-Period Income Capitalization for Business Valuation

This article begins with a discussion of EBITDA, or earnings before interest, taxes, depreciation, and amortization. The focus on the EBITDA of private companies is almost ubiquitous among business appraisers, business owners, and other market participants. The article then addresses the relationship between depreciation (and amortization) and EBIT, or earnings before interest and taxes, as one measure of relative capital intensity. This relationship, which is termed the EBITDA Depreciation Factor, is then used to convert ...

Persuasive’ Defense Expert Testimony Defeats ESOP Overpayment Claims

Court says defense expert opinion provides “credible and persuasive” support for court’s conclusion that ESOP financial advisor produced sound fairness and valuation opinions prior to contested transaction; there was no overpayment for stock at issue.

Fish v. GreatBanc Trust Co.

Court says defense expert opinion provides “credible and persuasive” support for court’s conclusion that ESOP financial advisor produced sound fairness and valuation opinions prior to contested transaction; there was no overpayment for stock at issue.

Chancery achieves fair value with three imperfect valuation techniques

The whole is greater than the sum of its parts. Perhaps Chancellor Bouchard thought of Aristotle when he recently ruled in a statutory appraisal action that, even though the results of three common valuation techniques were unreliable indicators of value, in combination they established fair value.

Breach of Noncompete Means Damages for ‘Loss Sustained’ and Lost Profits

In breach of noncompete case, appeals court finds measure of damages is not limited to net loss; statute allows damages “for the loss sustained” in addition to lost profits, and trial court properly credited and adjusted expert’s typical damages models.

Court Upholds Inclusion of Premarital Value in Property Distribution

Court says enterprise goodwill valuation of practice was based on expert calculation using excess earnings method and as such is supported by requisite “any” evidence; also, statute allows inclusion of practice’s premarital value in property distribution.

Code & Code

Court says enterprise goodwill valuation of practice was based on expert calculation using excess earnings method and as such is supported by requisite “any” evidence; also, statute allows inclusion of practice’s premarital value in property distribution.

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